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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 30, 2000
HEALTHCOMP EVALUATION SERVICES CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
0-28379 88-0395372
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(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
2001 SIESTA DRIVE, SUITE 302
SARASOTA, FLORIDA 34239
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(ADDRESS AND ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
941-925-2625
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
As of November 15, 2000, Healthcomp Evaluation Services Corporation has
entered into a Bridge Loan Agreement with Diligenti Limited ("Diligenti")
whereby Diligenti will fund up to a total of $5.0 million in the form of a
series of secured convertible notes. An initial tranche of $1.25 million was
loaned to the Company on November 15, 2000 to assist the Company in settling
certain past debts as well as to normalize its working capital. In addition, the
facility will fund projected future growth as well as allow the Company to
complete the integration of its most recent acquisition, the Preventive Services
Division of US HealthWorks, Inc. Each of the bridge loans (the "Bridge Loans")
made pursuant to the Bridge Loan Agreement will bear interest at a rate of 20%
per annum, payable at maturity. The scheduled maturity date for all the Bridge
Loans is May 1, 2001; provided that, subject to the satisfaction of certain
conditions, including a vote of the shareholders of the Company to authorize an
increase in the share capital of the Company, Diligenti Limited will have the
right to convert the principal amount of the bridge loans into a number of
shares of Common Stock equal to the quotient of (x) the aggregate principal
amount of Bridge Loans outstanding on the date of conversion and (y) $0.2008.
Upon receipt of such shares of Common Stock, Diligenti Limited will cancel all
of the Company's obligations with respect to the Bridge Loans, including the
obligation to pay any accrued and unpaid interest thereon.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HEALTHCOMP EVALUATION SERVICES CORPORATION
By: /s/ THOMAS M. HARTNETT
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Name: Thomas M. Hartnett
Title: Executive Vice President
Date: November 30, 2000
